Hero of Equestria: Revamped
by SaurusRock625
Summary: Feeling unappreciated when compared to his Omnitrix wielding cousin, Gwen, Ben decides to become his own hero by taking the new Ultimatrix that Albedo created. When confronted by Paradox and offered the chance to become the hero he knows he can be, he readily accepts this offer. What he doesn't know is that he's going to become a hero in a land full of happiness and magic. ...Whut?
1. Announcement

_**As I'm sure you're all aware, the old version of this story was deleted. How unfortunate. Now, I deleted it for a number of reasons that I will divulge into right here. Ready? Here we go.**_

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_**Reason Number 1.) Plot**_

_I wrote the original version of this story back when I was still an amateur writer. I had a lot of big ideas and the stories I started out writing had a lot of potential. However, I lacked the experience and know-how to execute the story's plot in a proper way. As such, the chapters were kind of jumbled and I skipped over some very important pieces of plot material in the beginning. Not to mention my need to use different creatures from different universes as a way to differentiate Ben's new device from the Ultimatrix (not to mention I was on a bit of a One Piece phase as well with the song). However, with this revamped version of the story, I hope to fix that._

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_**Reason Number 2.) Demanding Readers**_

_Now please don't take this the wrong way, but some of my readers were very demanding when it came to the old story. I was happy that people liked my story, but I wasn't so happy that people were badgering me to update the story quicker than what I was capable of doing. Between things like school, homework, and limited access to a computer throughout the day, I never had the time to write as much as other authors did. As a result, my writing turned out sloppy and the chapters continued to grow shorter and shorter until the chapters just turned out pathetically short. Which brings us to…_

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_**Reason Number 3.) Pathetically Short Chapters**_

_In the beginning of the story, as I had introduced each Element of Harmony between the Mane Six, as Twilight Sparkle and her friends are called, I was able to make each chapter long enough to be considered a good length chapter. However with a lack of inspiration and a hectic schedule in real life, I was unable to continue this, and the chapters for my stories grew much shorter and more fragmented than I would have liked._

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_**Reason Number 4.) Lack of Motivation**_

_As time grew on and I started posting and updating better and better stories, I began to lose my drive to write the old version of this story. But now that I have that motivation back and know what I'm doing, I'm positive that I can bring this story back and make it greater than its predecessor._

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_**Thank you all for sitting through my little ranting phase here. The official first chapter for this story is well underway to being written, so expect it to be up sometime either tomorrow or next weekend. Please don't pressure me into updating faster, as that will do more harm to the story than it will do good. Also, and I get these reviews a lot on my other stories, but please, please, please, PLEASE don't spam guest reviews asking me to update my story or to update faster. Seriously, if you're going to leave a review, please leave one that tells me if you like the chapter/the story in general or not. Or leave a review that offers some constructive criticism. Heck, even flames are acceptable. But PLEASE don't spam guest reviews telling me to update sooner! (*glares at the audience* You know who you are!)**_

_**Thanks again for listening to me rant and rave. See you all in the chapter tomorrow. Buh-bye now!**_


	2. Chapter 1 (For Real!)

_**Alright, today's the day! Here we go! We're ready to go and make this story truly great! So strap in, because I've been working on this story a lot since I announced its creation, so this chapter's gonna be a long one. Well, longer than what I could normally write, at least. But hopefully long enough to be considered a decent chapter. Read on and enjoy!**_

_***I don't own Ben 10 or My Little Pony: Friendship Is Magic.***_

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_**Dialogue Key**_

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"It's hero time!" = Regular Speech

'_Well, that was a little huffy.' = Someone's Thoughts_

"**This calls for a party!" = Someone Yelling**

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_**Gwen 10 vs. Albedo**_

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As Albedo's recently built Omnitrix copy timed out and he changed from his Florauna form back into an inverted male clone of Gwendolyn Tennyson, he grinned sinisterly as he got what he wanted. A piece of Techadon technology known as a Polymorphic Crystal. Using the Florauna's ability to control certain plant life, Albedo managed to immobilize the Plumbers and the Weapon's Master by wrapping them in vines. Among them are Gwen's partner Rook Blonko (just call him Rook), a cyborg alien named Fistina, Kevin's friend Argit, a little creature named Plug, and Gwen's own cousin Ben.

"The key to restoring my true form is mine at last! And with it, ultimate power!" Albedo exclaimed in triumph. "I have only to integrate this crystal with…"

Albedo was cut off mid-rant as the room started to shake and shudder, sending him to the ground and making him drop the crystal he had taken. The wall was broken down and in walked a yellow alien that looks kind of like a cross between a spartan, a set of power tools, and a female armadillo. On its stomach is a pink hourglass symbol in a blue cat head.

It walked into the room as a few beeps were heard. In a flash of pink colored light, the alien changed into none other than Gwen Tennyson. Or Gwen 10 as she goes by sometimes. As Albedo got up, Gwen decided to do something she rarely ever does. She proceeded to gloat at her male clone counterpart.

"The front door was locked, so I thought I'd better knock first." Gwen said with a smug smile.

One that her cousin Ben hates with a passion as he was getting flashbacks to when they were kids and Gwen first got the Omnitrix.

"You!" Albedo growled with a glare.

"I convinced the Plumbers to run a full scan. I'm pretty obviously me." she gloated further.

Albedo simply scowled at the human who dared to take the power that was, in his mind, rightfully his.

"It doesn't matter. You're too late!"

Albedo turned and set his sights on the very thing that was knocked out of his grasp. The Polymorphic Crystal that he was going to use for the sole purpose of granting himself even more power. And it didn't take even ten seconds for Gwen to follow Albedo's line of sight and notice exactly what he was looking at.

"What's that?" she asked.

But rather than answer, Albedo dove for the crystal prompting Gwen to tackle him to the ground. The two wrestled for a moment as Gwen tried to keep the crystal out of his reach, but Albedo transformed into a red version of Gwen's Polymorph form and went after the crystal, easily slipping free of her grasp. The crystal rolled to a stop close to the currently restrained Plumbers.

"Gwen! You have got to stop him from getting that crystal! He can use it to…"

"Catch me up later!" Gwen said, cutting Rook off as she activated her Omnitrix.

In a flash of pink light, she transformed into a female member of a half crustacean, half barnacle alien species known as the Orishan. Thrusting her open palms forward, she shot a blast of pressurized water from the barnacles on her palms. This not only knocked away Albedo, but it also made the crystal go flying further away. After cutting off the water flow, Gwen ran after the crystal only to be knocked into some crates of building supplies by Albedo.

Rook grunted and groaned as he tried to use sheer muscle power to break free of the vines that held him in place, but they were too strong. He could tell that he's not getting out of that without help. Fortunately, it seems like he's got all the help he needs right now.

"Fistina, can you detach your hand and help me untangle these vines?" he asked the cyborg alien woman next to him.

"With pleasure, you darling little man." she replied with a slight french accent.

Her hand fell from her wrist and used its fingers to walk to where Rook was being restrained. Leaping up, Fistina's hand effortlessly freed him from the vines before proceeding to feel up the muscles on Rook's biceps.

"Wonderful muscle tone." Fistina said, obviously attracted to Rook.

"Ouch! Stop that!" Rook demanded for three reasons.

One, she's pinching too hard. Two, he's obviously not interested in her romantic advances. And three, this is neither the time nor place for such behavior.

"Rook, stop messing around and untie me next!" Ben said. "You should have an easier time getting these things off, since they seem thinner than the ones holding everyone else."

"I will be right there!" Rook said.

Meanwhile, Gwen and Albedo are still playing keep away with that crystal. This time, Gwen turned into a giant sea turtle alien known as a Geochelone Aerio. Rotating her giant flippers like the blades of a fan, she generated an air current strong enough to send Albedo flying into the wall with a splat. After sliding down to the ground and reforming, Albedo changed back to his human clone body.

After putting some distance between herself and Albedo, Gwen started generating a reverse air current to pull the crystal towards herself. But Albedo's not giving up that easily. He picked up a discarded crowbar and threw it at Gwen with surprising accuracy. She yelped in pain as the crowbar got wedged between her flipper and her shell forcing her to stop and take it out.

"Really not comfortable." she groaned.

Unfortunately, this gave Albedo the opening he needed to grab the crystal.

"Now you witness true ultimate power!" he declared.

He placed the crystal into his own Omnitrix copy, and with a flash of light it transformed. Now it looks a lot like the original Ultimatrix, only half the size as it seems to only go up to the user's wrist instead of taking up half the user's arm. It's worn on the back of the hand rather than the wrist. It's a solid red color with four, small black squares on the knuckles, and it's missing the Ultimatrix's black buttons and wrist couplings.

With a flash of pink, Gwen transformed back into a human. She, along with Rook and her recently freed cousin, could only stare in shock as Albedo first transformed into a Vaxasaurian, of the male gender of course…

"No way…!" gasped Gwen.

...And then Albedo transformed further, giving off and evil laugh. And unlike Gwen's old version of an Ultimate Vaxasaurian, this one looks much different besides being male. Mostly having a more techno-organic appearance and taking on the form of a Styracosaurus instead of an Ankylosaurus like Gwen used to turn into. Also his skin is more of a pale brown or very light tan instead of green, and it has more wrinkles and details like the skin of modern day reptiles.

"That's right, Tennyson. An Ultimate Vaxasaurian! I can transform into ultimate aliens, but you can't!" gloated Albedo.

With his supposed superiority secured, Albedo turned his hands into a pair of gatling guns and started shooting concussive bone missiles at the three Plumbers who immediately ran for cover. Taking out a laser pistol, Ben took a few shots at Albedo in order to try and draw his fire. And it worked for the most part, giving Gwen just enough breathing room to transform into a female Opticoid.

Jumping out from behind the steel support beam she'd been hiding behind, Gwen pointed her open hand at Albedo, revealing a pink colored eye.

"Maybe EYE don't need to!" she exclaimed using an eye based pun.

She fired a stream of pink fire at Albedo and encased him in a ring of fire. Albedo growled at this turn of events, but wasn't deterred. He transformed straight into an evolved Sonorosian and sent all of his sound disks at Gwen. They quickly circled around her and began emitting ultrasonic frequencies that were most debilitating. Especially to an Opticoid with its bat-like sense of hearing.

"EYE CARUMBA!"

Gwen quickly tapped the Omnitrix and changed back to a human to lessen the damage dealt to her by Albedo's devastating sound attack. She could still feel the damage being inflicted, but she reduced her sensitivity to sound just enough to transform again.

"I am so not used to being on the other end of that move." she said as she transformed into a Gimlinopithecus and sending an electrical current through the disks. "Uh, let's tone it down a notch, okay?"

Albedo was paralyzed for a moment from the feeling of electricity flowing through his silicon body, but he quickly rectified this by transforming into an evolved Arachnichimp. But unlike the one Gwen used to turn into which had the body of a gorilla and four retractable spider legs, this version is a gorilla with six arms.

The newly transformed Albedo grabbed a nearby pipe and ripped it out of the wall, grunting as he charged at Gwen with surprising speed. Gwen couldn't counter in time as the pipe was wrapped around her waist, making her cry out in pain as she shocked herself and turned back. Albedo gripped Gwen loosely by her Omnitrix arm, letting his guard down as he was so sure he'd won.

"I could tear you away from this new Omnitrix, but it would be messy." Albedo said with a monkey laugh. "And what I have is so much better."

Gwen suddenly sprang up with a smirk and smacked Albedo in the face with her Omnitrix, triggering another transformation.

"I doubt it." she said as she transformed into a four armed alien known as a Tetramand. "How about some fresh air?"

She quickly punched Albedo in the face, drawing a monkey screech from her enemy as he was sent flying out of the warehouse. Rook tossed Ben his Proto-Tool knowing that the male Tennyson would be more than capable of giving Gwen sufficient back-up while he freed the others. Ben nodded in affirmative understanding the silent order and ran out to help. Back with the fight, Albedo spit a wad of web at Gwen's face which she promptly tore off.

"Gross!"

Albedo charged once again with the intent of finishing off the girl who has been a thorn in his side for so long now. However, he was not met without resistance. Ben rushed out and fired a net capsule at Albedo. The capsule popped open upon contact and blinded Albedo for a moment. Gwen tried to capitalize on this and threw a two armed punch at Albedo, only for him to catch her fists with two large hands of his own effectively blocking her attack. Even though she was surprised, she still threw two more punches even though she was blocked once again.

The two struggled to overpower one another with Albedo roaring as he tried to overpower his most hated enemy. But female Tetramands aren't stronger than the males for nothing, and she effectively held her own.

"Give it up, Albedo!" Gwen demanded.

However, after she said that, Albedo's Evolved Arachnichimp form displayed a surprising amount of strength by lifting Gwen up and slamming her into the ground despite her being a female Tetramand currently. It looked like Albedo was going to finish her off, but something happened. The sound of multiple stabbings resonated as Albedo screeched in surprise and pain… and slowly fell to the ground. Unconscious, but alive.

In a flash of red, Albedo changed back to his inverted male clone of Gwen body, revealing Argit to be the culprit of his sudden nap. There are at least three of the opossum alien's quills stuck in Albedo's back even though it sounded like more.

"And stay down!" said Argit.

The Omnitrix beeped a few times before Gwen changed back.

"Thanks." she said, grateful for Argit's intervention.

"Us heroes gotta stick together." was Argit's reply.

But while they were busy with talking, Ben walked up to Albedo and quickly removed the Ultimatrix from his hand. Chances are the Plumbers will want this thing locked up so that they can send it back to Azmuth for testing. But as Ben held it in his hand, he could feel a sense of belonging and familiarity from the device. Almost as though it's a part of him. Like he's had it since the very beginning of his life.

He vaguely registered the conversation occurring from the others as the prisoner was lead outside. Still wrapped up in vines from the waist up.

"Request amnesty. Negotiative sentence. Potentialized mutual profit extent."

"Now you're just babbling." Fistina said to the prisoner as she walked out.

"Uh… listen, Fistina…" stuttered Plug as he and Fistina stopped a little ways away.

"Do us both a favor, Plug. Ask her out." Rook all but begged.

"Or you could help us get Albedo back to… Hey!"

Gwen was cut off as they saw Albedo being lifted into the air by a red tractor beam. The shuttle that beamed him up quickly ignited its engines and flew off before they could even hope to pursue.

"He mentioned an accomplice." Rook informed Gwen.

"Well, at least we know what we're up against…" she muttered before noticing something. "Hey, where'd Ben go?"

"I believe he went to take the Ultimatrix back to Plumbers Headquarters." Rook guessed.

Gwen pondered this for a moment. She's always known there's been bad blood between herself and Ben ever since she first got the original prototype Omnitrix. And she honestly can't blame him. She may have gotten over that phase, but there was a time where she let the power go to her head. She became arrogant, self-centered, and thought she could always beat the bad guys by herself. Until the day she messed up horribly.

Ben's girlfriend at the time, Julie Yamamoto, had been kidnapped by someone named Captain Nemesis. She was held hostage by the madman who wanted to destroy her and take the Omnitrix's power for himself. In her arrogance, she allowed herself to arrive fashionably late… which turned out to be too late.

By the time Gwen arrived on the scene, she was horrified to find that her cousin had a huge, gaping wound in his abdominal area that was almost gushing blood. Coupled with all of the smaller injuries along with the obvious plasma burns in his clothing and armor, it was obvious her cousin had gone through hell against this guy. And Julie… her eyes remained open and lifeless. She had died at the hands of a madman, and she had let it happen because of her arrogance. Gwen had never felt such anger in her entire life.

She immediately turned into her Appoplexian form and broke almost every bone in Captain Nemesis's body, destroying his armor and weapons in the process.

Ben never forgave her for what happened.

"Gwen? Are you okay?" Rook asked, concerned for his partner.

Gwen just shook her head slightly.

"I, uh… I need to be alone. You go on ahead and take this guy with you back to Headquarters. I'll catch up."

And so, Gwen walked away as she tried to clear her mind of the depressing memories regarding Julie's death and how badly she screwed up. It was that incident that made her take her responsibilities more seriously. She hopes that one day she can mend the broken bond between herself and her cousin. But at the moment, it doesn't look good.

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_***To Be Continued…***_

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_**And so ends the first official chapter of the story. I hope everyone enjoyed it, because I worked very hard on this chapter. Please don't forget to leave a constructive review, and I'll see you all in the next chapter! Buh-Bye now!**_


	3. Chapter 2

_**Just bringing you all a short chapter today. I honestly didn't know what I wanted to write for this chapter, and wanted to show a rather personal moment for Ben.**_

_***I still don't own Ben 10 or My Little Pony Friendship Is Magic***_

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_**Dialogue Key**_

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"It's hero time!" = Regular Speech

_'Well, that was a little huffy.' = Someone's Thoughts_

**"This calls for a party!" = Someone Yelling**

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_**Leaves From The Vines**_

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The day after the debacle with Albedo and his recreated Ultimatrix, we find Ben walking around town for the annual farmer's market. This is something he and Julie used to do all the time when they first started dating two years ago. And even though she's no longer alive, Ben's doing this as a way of honoring her memory. But he's not dressed in his usual Plumbers Uniform.

He decided to wear the clothes that Julie's parents and grandmother had made for him instead. Clothing that's part of their Japanese culture. Not only fashionable, but also comfortable and functional. A red men's kimono with a black obi keeping it tied shut, and a pair of simple sandals.

"This one will do nicely." Ben said as he examined a woven basket.

"Are you sure you want that one? This one here is much lovelier, and will surely impress your lady friend." said the lady running the staff as she showed a more ornate basket to Ben.

But the young man politely declined and paid for the basket.

"It's not really anything romantic. But this is still an important occasion." Ben said.

As he walked along to various stands, browsing their wares and buying what he needs. As he came across a music stand, Ben took notice of a potted plant that looks like a wilting white flower. But rather than tell the owner to get rid of it, he just pushed the plant back into the shade.

"The Moon Blossom blooms most beautifully in the shadows of the night."

And just like he said, the flower seemed to spring to life. The man running the stand sent Ben a grateful smile and admired the beauty of the plant, realizing that he'd been caring for it the wrong way. Ben was about to continue on his way, but the sound of a child crying caught his attention. He followed the directions of the sound and saw a pair of teenage parents, a boy and girl he goes to school with, struggling to get their baby to stop crying. But the baby just kept crying.

Thinking fast, Ben picked up a harmonium and began to sing a song that he knows will help the little one.

_Leaves from the vine_

_Falling so slow_

_Like fragile tiny shells_

_Drifting in the foam_

_Little soldier boy_

_Come marching home_

_Brave soldier boy_

_Comes marching home_

Slowly but surely, the baby stopped crying and looked up at Ben with big curious eyes. The little one reached up to grab some of Ben's hair, which had been growing out for some time now… and promptly yanked as hard as he could.

This of course drew a yelp of pain from the male Tennyson, but he ignored his pain as the baby laughed while his parents offered sheepish smiles. Something tells me this has happened to them on more than one occasion. Probably why they both have their hair cut short like it is.

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Finally, after a long day of shenanigans and hijinks, Ben made it to his intended destination. A tall cherry blossom tree with a grave stones in front of it. He set down his basket and began to lay out several foods, light a few sticks of incense, and set up the final piece. A portrait of his departed girlfriend.

"Happy anniversary, Julie. I just wish you were here to experience it…"

Tears started gathering in Ben's eyes as his emotions started boiling over. Even though she's no longer here, as he started to cry, he began to sing Julie's favorite song. One that seems rather appropriate when you think about it.

_Leaves from the vine_

_Falling so slow_

_Like fragile tiny shells_

_Drifting in the foam_

_Little soldier boy_

_Taken from home_

_Forced to fight a war_

_That's not his own_

As the sun began to set, Ben took a bottle of sake out of the basket that he'd brought with him. A gift from Julie's parents. Man, or woman, to ascend to buddhahood without knowing the taste of good sake is a crime. That's what her parents told him after instructing him to pour the ceremonial sake on Julie's gravestone. They may not have been able to make it to this day of remembrance for their daughter, so they felt the least they could do was give good sake as an offering from them.

After doing as they instructed, he said a prayer as he wished for Julie to find happiness in the afterlife. And profusely apologizing for failing to save her on that fateful day.

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_***To Be Continued…***_

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_**Well, that ends this chapter. I hope you all enjoyed it. Please be sure to leave your reviews and tell me what you think of this chapter. And if I made any mistakes in spelling or grammar, don't be afraid to let me know. Just put the line I made the mistake in quotation marks in your review, and I'll be sure to go back and fix it. As always, this has been SaurusRock625 and I'll see y'all in my next chapter! Buh-Bye now!**_


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